1 Annual Report_Årsrapport 2004
2 Key figures_nøkkeltall (NOK 1000) (NOK 1000) From consolidated accounts Fra konsernregnskapet PROFIT AND LOSS STATEMENT RESULTATREGNSKAPET Operating income Driftsinntekter Contents_Innhold: Key figures_hovedtall 3 The Year A Polish shopper_interview 6 A better alternative than the box _Interview 8 Analytical information 10 Shareholders information 11 The Organisation 12 Maintaining an honourable tradition_interview 14 The Ships 16 With a view of the coast_interview 18 The Terminals 22 Thoughts from a Port Captain_Interview 24 Report from the Chief Engineer_Interview 26 The Board of Directors Report 28 Profit and loss statement_resultatregnskap 32 Balance Sheet_Balanse 33 Cash flow statement_kontantstrømoppstilling 34 Notes_Noter 35 Auditor s report_revisjonsberetning 47 Corporate governance 48 Operating result before Driftsresultat før av- og depreciation (EBITDA) nedskrivninger (EBITDA) Operating result (EBIT) Driftsresultat (EBIT) Net finance incl. profit (loss) on exchange Netto finans inkl agio (disagio) Unrealized profit (loss) on exchange Urealisert agio (disagio) Profit (loss) before taxes Resultat før skattekostnad Profit (loss) for the year Årets resultat BALANCE SHEET BALANSE Fixed assets Anleggsmidler Current assets Omløpsmidler Total assets Sum eiendeler Equity Egenkapital Long-term liabilities Langsiktig gjeld Short-term liabilities Kortsiktig gjeld Total equity and liabilities Sum egenkapital og gjeld KEY RATIOS, PER SHARE NØKKELTALL PR. AKSJE Number of shares Dec Antall aksjer pr. 31. desember Average number of shares Gjennomsnittlig antall aksjer Average diluted number of shares Gjennomsnittlig utvannet antall aksjer Share price year-end Børskurs pr. 31. desember Profit (loss) per share Resultat pr. aksje Diluted profit (loss) per share Utvannet resultat pr. aksje As close to the tree as possible _Interview 50 Året Skipene 53 Terminalene 53 Organisasjonen 54 Aksjonærinformasjon 54 Analytisk informasjon 55 Årsberetningen for Selskapsstyring 58
3 Green Reefers ASA_The Year Stronger reefer markets Substantial increase in second-hand values Operating result (EBITDA) before profit on sale of assets improved by NOK 30 millions. Equity ratio increased to 57 %, from 48 % in The strong growth in activity seen over the last few years, continued. The purchase options for three vessels were declared, and the number of vessels on timecharter to the company increased. The company expanded its coldstore activity through the purchase of a terminal in Måløy (Måløyterminalen), and by increasing its share in Odraport (Poland) from 19 % to 25 % where an additional coldstore, which may also handle fruit, was completed in December The company renewed the contract for transport of poultry and other meat products from Brazil to Russia for at improved terms, thus securing a considerable cargo volume through the company s logistics network. Pre-emptive share issue of 12 million shares at NOK 3.00 per share in April. The share price as of 31 December 2004 was NOK 4.45, an increase of 109 % in the course of the year. The share was also traded more actively than during previous years. Throughout 2004 approximately 75 % of the company s shares were traded, compared to 31 % in 2003.
4 I always take my time when I select fruit and vegetables in the supermarket. I look at the colour, the shape and size. I must admit that I sometimes prefer smaller fruit, which can be far tastier than the huge ones. A Polish shopper I really like to be able to buy fresh fish in the shop tuna, mackerel, halibut, and fresh salmon, often from Norway. My parents love herring, but I never acquired the taste, admits Kasia. I live with my parents and future husband. In the morning I love to eat yoghurt naturelle with muesli and fresh fruit, with home-pressed orange juice. That is so tasty! My fiancé prefers bread and cheese, and perhaps a banana. The fruit and vegetables I buy stay only a short time in my refrigerator, because we eat this every day. We always have fresh tomatoes in the house. There are other things I insist on, too. I always buy Polish apples when they re in season. They are the best! When I was a child, things were very different. We had a feast when my father, who was a sailor, came home with oranges or bananas. Children today cannot understand what that was like you can buy everything in the shop today. Now I can enjoy other exotic treats, such as pineapples and melons once a week. I love melons, and there are many different kinds in our shops! The big change came at the beginning of the 1990s when the Russians left and communism fell. Our country opened its doors to the outside world. In the beginning, we would go to Germany to shop special food juices, mandarins and chocolates. I used to ride my bicycle from our home here in Swinoujscie, which is a very short distance from the border. But now everything is available here, and the Germans come here to us in Poland because it is cheaper. And almost every day in the summer, we eat strawberries with cream and sugar. No, I don t buy those in the shop. We grow those ourselves in our parcel garden, which lies 5 6 km from town. Here we also grow onions, tomatoes, squash and cucumbers, plums, cherries, and apples. We even grow juicy dark grapes. I love those plums and we use them in cakes, but most of them never get that far. In the summer and autumn, we often have a picnic there when we go to work in the garden. Almost all of our friends, or at least someone they knew, used to have a garden, a small plot of land where they could grow vegetables. But today, of course, life is busier and people don t take the time. So for most people, everything comes from the shop. 7
5 Erik Thulin_ Managing Director A better alternative than the box For years, conventional wisdom has been that temperature-controlled containers were the way of the future. Our whole business concept is to provide a better alternative. Basically, Green Reefers offers the same service as container operators do, but with better control and without the added expense of the box. No one has longer experience in Green Reefers than Erik Thulin. In fact, the Managing Director was the first person hired. Here he offers his perspective on recent developments and his expectations for 2005: The main objective of our Logistic Highway concept is to attain temperature and atmospheric control of the product as soon as possible after harvesting, and to maintain this all the way to the end consumer. That s vital to preserving quality. By offering a door-to-door service where Green Reefers is responsible for every link in the logistics chain, we are able to reduce transport time considerably. In fact, in most cases you ll be hard pressed to find a faster alternative, unless you want to pay expensive airfreight rates. It s a simple fact that the transport chain for containers has more links, moving through central hubs where over-exploitation of capacity may slow down delivery of the fresh produce. We aim to get it to market as rapidly and as fresh as possible, thus obtaining the best prices for the producer and the importer. Our specially equipped ships provide more precise temperature and humidity control than any container, as well as controlling CO2 levels and air circulation within extremely precise parameters. We are engaged in a major expansion into fruit and vegetables. In addition we have never handled more fish, nor poultry and other meats, than in This reflects our desire to carry more year-round cargoes and cargoes that have complementary seasons. A growing number of customers are discovering the true advantages of our door-to-door service. The producer and the importer can concentrate on what they do best, knowing that their logistics are in the best hands. Our company has three key resources that work to our customers advantage: ships, terminals and organisation. We will continue to strengthen our logistic chain, and we have concrete plans to acquire additional terminals that are strategically positioned around the Atlantic basin. We expect our fleet to grow at a much quicker rate in the next few years. In 2004 Green Reefers purchased three vessels, while in the first two months of 2005, we ve already bought four ships. You can purchase ships and terminals, but these are only tools. Our philosophy is that you need dedicated and highly qualified people to handle them. A top-notch company must be built patiently, and that is exactly what we ve done. You cannot purchase experience and knowledge. I value character traits such as honesty and integrity, clarity and openness. These qualities are non-negotiable. Green Reefers strives for a mutually beneficial relationship with each and every customer, and I expect us to be judged on our corporate character. Maybe I m old fashioned if so, I intend to stay that way. At all our terminals we have put people in charge who have intimate knowledge of the local culture and language. This is crucial. But so is their loyalty and dedication. Along with responsibility, we delegate corresponding freedom to find the best solutions. That enables us to act quickly. At the same time, we insist on timely and succinct information. In January 2004 we relocated our main office. Now we re on one floor, in an open environment that better facilitates rapid dialogue and quick decisions. Timing means a lot in this industry, and so does our improved flow of information. The international reefer market has been through some difficult years. Fortunately, Green Reefers long-standing shareholders and bankers have shown confidence in our business concept. They have made additional investments in the company and provided favourable financing terms. As a result, we have been in a position to seize new opportunities and are already harvesting the benefits. We are, of course, doing our utmost to generate a good return for our shareholders. But I believe that it is just as important to nurture the organisation and our people, by creating workplaces that are exciting, challenging and rewarding and safe. Our company rewards loyalty, and we asked our employees to make a special effort when times were difficult. In return, we awarded stock options. By the summer of 2004, our shares had risen in value to a point that tempted many to exercise their options. Nothing could have pleased us more. However, as a team, we have lifted our eyes to new objectives. Green Reefers has a long-term perspective to everything we do, continually striving for more optimal services and solutions. It s a journey we re undertaking together with our customers. 9
6 BUNKERS PRISER Analytical information Shareholders information THE REEFER MARKET Green Reefers operates with a combination of market cargos and contracts, and will be affected by developments in the general reefer market. From a relatively low level the market became more buoyant through 2003 and 2004, a development that has continued thus far in Two main factors dictate consumer buying power and thus market demand: general economic development and currency exchange rates. The world economy has shown an upswing in recent years, and forecasts from the OECD indicate economic growth in the immediate future of 3 4 %. Of the volume carried in the reefer market, roughly 60 % originates Average of last 12 month spot rates cubic feet in countries with USD economies, while Euro economies represent approximately 50 % of imports. Developments in exchange rates between the USD and the Euro are therefore an influencing factor on buying power in the market. The combination of good economic growth and a strong Euro provides the basis for positive growth in demand. The scrapping of vessels has averaged approximately 3 % of the fleet during the past decade. Taking the age structure of the fleet into consideration, one can expect to see scrapping continuing at the same level in the years ahead. A more buoyant reefer market may however slow this down to some degree. The number of newbuildings has decreased during the same period, and during the last four years newbuildings delivered per annum have been equal to 0.2 % of the fleet. The reefer fleet has been reduced in size, and this affects the supply side of the market. The order book as of today s date is 0.7 %, but the improvement in the market is expected to generate newbuildings. It is, however, doubtful that the newbuilding deliveries will increase significantly in the next couple of years, due to limited yard capacity and the tripling of steel prices. The total reefer capacity of container vessels has increased by in the region of 10 % in recent years. We have nonetheless not seen any major change in the container share of reefer volumes, which we estimate to be just over 50 %. Specialised reefer vessels offer a number of advantages compared to reefer containers. With up to 90 total air changes ORDREBOK FOR KJØLESKIP per hour, the specialised reefer vessels have an incomparable ability to reduce hold temperatures. One can adjust both CO2 levels and humidity as well as monitoring the temperature of the cargo itself. Specialised reefer vessels have computers installed on the bridge or in the engine room that constantly monitor and control all refrigerated sections in the vessel. Moreover, specialised reefer vessels also offer a cost advantage when transporting large volumes and excellent flexibility in a seasonal market. The company is of the opinion that there is a number of MARKEDSRATER FOR KJØLESKIP - TREND trades that are particularly well served by specialised reefer vessels, while others are best served by containers. Between these there are a number of trades that can be served by either form of transport, and the individual participant s preference will be the deciding factor for the option selected. Sensitivity analyses show that a change in rates of 10 cents per cubic foot will influence the company s result by approximately NOK 30 Kjøleskipsrater, kubikkfot. 12 måneders gjennomsnitt millions. ORDREBOK FOR KJØLESKIP INTEREST The interest on the company s USD mortgage loan as of 31 December 2004 was on average fixed for three months at an interest rate including margin of 4 %. A change in the interest rate of 1 % will influence the company s result with approximately NOK 2 millions. CURRENCY EXCHANGE RATES The value of the vessels, mortgage loan and just over 85 % of Green MARKEDSRATER Reefers revenues FOR KJØLESKIP are in - USD. TREND On the cost side, approximately 60 % is in USD, with the remainder in NOK and EUR. This means that the company result-wise has a net exposure through revenues in USD and costs in NOK and EUR. At this point in time the company has no currency hedging contracts. SHARE PRICE DEVELOPMENT The share price closed on 31 December 2004 at NOK 4.45 compared to NOK 2.13 one year earlier, which is a rise of 109 %. At 15 March 2005 the price was NOK 6.10, a rise of 37 % from the turn of the year. Green Reefers shares have been traded more actively in Throughout 2004 approximately 75 % of the company s shares were traded, against approximately 31 % in SHARE ISSUES AND CURRENTLY VALID MANDATES During the first half-year of 2004 a pre-emptive rights issue of NOK 36 millions was implemented through FINANCIAL CALENDAR an issue of 12 million shares at a subscription price of Tuesday, 10 May st quarter accounts + NOK 3.00 per share. In the third quarter Green Reefers General Meeting implemented a private placing towards employees under an option programme adopted in Approximately 3.5 million shares were issued at a subscription Wednesday, 24 August nd quarter accounts price of NOK 1.10 per share. By the close of 2004 there Wednesday, 16 November rd quarter accounts was a total of shares, and with a price of NOK 4.45 the market worth of the company was approximately NOK 567 millions. the year 2005 Tuesday, 14 February 2006 Provisional Result for The General Meeting of 2004 authorised the Board BUNKER PRICES BUNKERS PRISER of Directors to issue up to 25 million new shares. Bunkers is the On 18 January 2005 part of this authority was invoked company s largest when the company implemented a private placing of single cost, and the NOK millions through the issue of 12.7 million shares price of bunker has at a subscription price of NOK 4.60 per share. With the been at a historically total number of shares at , and a share price BUNKERS PRISER high level throughout of NOK 6.10, the company s market value at 15 March was The company approximately NOK 850 millions. is affected by bunker The remaining option under the authority issued in 2004 prices, and a change of USD 10 per tonne will affect the result in ORDREBOK FOR KJØLESKIP remains valid until the Ordinary General Meeting in the region of NOK 6 millions. Over time, however, the increase The General Meeting of 2004 also authorised the Board in bunker costs will be passed on to the customer, but this will of Directors to acquire company shares with a nominal value not necessarily be the case in the short-term. The company up to NOK The price per share shall not be less continuously monitors potential alternative methods of securing than NOK 0.50 and not more than NOK This authorisation stable bunker costs. remains valid until the Ordinary General Meeting in SHAREHOLDERS At the close of 2004 the company had 1434 shareholders, an increase of 18 % compared to MARKEDSRATER FOR At KJØLESKIP the change - TRENDof the year, 14.4 % of the company s shares were owned by foreign investors compared to 6.2 % at 31 December Kjøleskipsrater, kubikkfot. 12 måneders gjennomsnitt INVESTOR RELATIONS Green Reefers ASA ensures that the shareholders receive relevant and objective information concerning the company. The aim is that the shareholders shall have a good understanding of the company s activities and future prospects, so that they are in the best position to be able to evaluate the share price and the underlying values. Information is supplied mainly through the quarterly reports and investor presentations in both Norway and abroad. All reports and press releases, together a detailed description of the company and its activities are available at Average of last 12 month spot rates cubic feet Kjøleskipsrater, kubikkfot. 12 måneders gjennomsnitt
7 The Organisation Erik Thulin (1950) President / Managing Director Thulin has more than 30 years of experience in shipbroking, transport, and the procurement and sale of ships. Erik Thulin has been head of Green Reefers commercial operations since 1989 and has served as Managing Director since May Trym Jacobsen (1961) Senior Vice President Finance Since graduating as MBA from the Norwegian School of Business and Economics (NHH) in 1986, Trym Jacobsen has worked with management and finance for shipping companies. He has been in charge of finances in Green Reefers since Solveig Byrkjeland (1960) Vice President Finance Byrkjeland holds a degree in Business Administration from Telemark University College (Høgskolen i Telemark) from which she graduated in Since then she has worked in the shipping industry with accounting and finances, property management, investments and shipping. Green Reefers hired Byrkjeland as Chief Accountant in Ulrik Jørgensen (1968) Vice President Operations Jørgensen graduated as MBA from the Norwegian School of Business and Economics (NHH) in 1993, and has since then worked for Green Reefers in various fields including ship chartering, operations, procurement and sale of ships, market analysis and projects. Ulrik Jørgensen has served as Vice President Operations since January The key to success is a good organisation Green Reefers is a provider of integrated logistic services, taking responsibility for the customers cargo through every link in their transport chain. This, of course, requires careful coordination of these links. The company s organisation is well endowed with the know-how and experience to carry out high quality coordination and key functions. By controlling the entire transport chain, Green Reefers can offer its customers comprehensive logistic services. This allows customers to concentrate on value generating efforts, knowing that logistics are in the best hands. For Green Reefers, a total control of the transport chain generates more income than traditional shipping, thus contributing towards an improved bottom-line result. The foundation of the company s business operations is a fully integrated ship owner and shipping organisation that systematically exploits the positive benefits of it comprehensive business model. The group Green Reefers ASA has its own sections for marketing and transport, technical management, accounting, IT and other required support functions. Green Reefers operations demand a highly competent organisation and quality solutions with regards to communications, production and accurate reporting. Through the years, considerable investments have been made in these areas. The company s solutions and tools are evaluated on an ongoing basis, with continued optimisation in mind. Early in 2004, the main office was moved to a more suitable location at Midttun in Bergen, Norway. Here, all sections are now gathered in a single open-plan office, providing an excellent basis for an improved flow of information, as well as the interchange of knowledge and know-how, throughout the organisation. In addition the company has local offices at strategic locations in Norway and abroad. These provide valuable local presence and knowledge that benefit the entire organisation as well as customers. Erik Thulin is the Managing Director of Green Reefers. Trym Jacobsen is in charge of finance and the terminals, while Ulrik Jørgensen is running the commercial and technical operations. Management Accounting is headed by Solveig Byrkjeland. At present, 14 employees handle booking, shipbroking and chartering. In addition 21 persons are engaged in operations and ship agency, and 23 persons handle technical management. Additionally there are the employees at the terminals and those within partly owned agency offices and freight forwarders abroad. Ship crews total 285 persons All in all, 54 people are employed at Green Reefers main office in Bergen. 13 Getty Images Green Reefers offers door-to-door service, thus preserving the quality of cargo from the farm or the fishing vessel all the way to the consumer.
8 Maintaining an honourable tradition The Norwegian company Domstein ASA has a long and honourable tradition of providing quality seafood from unspoiled North Atlantic waters. Knut Magne Domstein s grandfather established the company in He feels the weight of responsibility every day and acts accordingly. Today, Domstein ASA is one of the major Norwegian suppliers of quality seafood to a hungry international market. A key to their concept is to handle the entire value chain, from fishing vessel to finished product. Domstein ships fresh-frozen fish and processed fish products to fish industries and consumers throughout the world. Short sailing distances to our processing plants are key to the quality of Domstein products. Our plants are strategically situated near the most productive fishing grounds in the North Sea and the Barents Sea. We have production units in Vadsø and Bodø in the north of Norway, and three fish processing factories in the Måløy area in Western Norway. The bulk of our exports consists of whitefish filets and frozen pelagic fish. Our facilities have a considerable capacity, and Domstein has a correspondingly large customer base on several continents. Naturally, Domstein has implemented comprehensive quality systems with full traceability. In addition we emphasize providing value-added products for retail, in accordance with our customers specifications. I also want to point out that our company insists on pursuing environmentally friendly practices, with responsible harvesting of marine resources. These resources have to last for all future generations. Domstein concentrates on two major markets: the Far East and Eastern Europe, including Russia and the Ukraine. While all of our export to the Far East utilises temperature-controlled containers, we have chosen another transport solution that is more optimal for the European market. Green Reefers concept for transporting frozen pelagic fish products to destinations in the Baltic Sea is perfect for us. Green Reefers is well aware of Domstein s uncompromising demands with regard to quality, cost effectiveness and flexibility, and as one of our key providers of logistic services, they ve been faithfully meeting those demands for almost a decade. Flexibility is crucial for the simple reason that pelagic fish are unpredictable, and thus so is the regularity of the catch. Our logistics partners must understand this, and they have to be prepared to cover our shifting transport needs on short notice. It is imperative that they can provide us with enough vessels exactly when we need them. Transit to the destination ports must be accomplished in the shortest time possible, and all Domstein products require precisely controlled temperatures on board. Our customers in Central and Eastern Europe know that when they purchase Domstein products, they have almost always been shipped on a Green Reefers boat. Sure, Norway s respected fisheries traditions and the fact that our seafood comes from some of the cleanest waters on the globe is a huge competitive advantage for us but that doesn t make business easy. We have to convince each end-consumer of the quality of Domstein products every single time they eat them. There is no room for compromise and that is why we place such stringent demands on our business partners. In this business, you can never relax and rest on your past merits. Just one single visible mistake can have a serious negative impact, even on a major player such as Domstein. And we don t intend to let that happen. Okay? I have to hang up now. 15 Knut Magne Domstein (to the right) talking to Kenneth Karlsen, the Manager at Green Terminal Måløy in Norway.
9 The Ships Specialised ships designed for service 16 Our extensive fleet of specialised reefer ships carries out the sea voyage of the company s logistics chain. At the end of 2004 this fleet numbered around 30 vessels. This includes 22 owned/managed vessels, of which seven are operated on behalf of external owners, while other vessels are chartered for either shorter or longer periods. Green Reefers fleet can be divided into two categories. The reefer ships with side doors can lower these to the quay to serve as loading/discharging ramps for forklift trucks. This has a double advantage, allowing highly efficient cargo handling while protecting the cargo from the weather. Our other specialised reefer ships are equipped for traditional cargo handling with hatches and cranes/derricks. These ships are well suited for handling both pallets and loose cargo. Activities along the Norwegian coast are served mainly by reefer ships with side doors. Numerous ports of call and short sailing distances mean that these ships are ideal for this activity. Trans-Atlantic shipping is serviced by the company s specialised reefer vessels that have capacities between and cubic feet. During the year the company s vessels performed approximately 350 voyages and 2300 port calls, compared to 300 voyages and 1700 port calls in In 2004, Green Reefers declared its purchase options on M/V Green Arctic, M/V Green Frio and M/V Green Frost, which had been under bareboat charter for the company for the past five years. In addition the company acquired shares in three reefer vessel limited partnerships (KS). Early in 2005, the company entered into an agreement to purchase the reefer ships M/V Hachinohe Bay (tbn Green Concordia) and M/V Japan Star (tbn Green Toledo). These vessels are sister ships, built in Japan in 1991, and each has a cargo capacity of cubic feet. The takeover will take place in April Contracts have also been signed for the purchase of the reefer vessels M/V Primadonna and M/V Prince, built in Belgium in 1991 and 1992 respectively. The ships, each with a cargo capacity of cubic feet, have good service speed and also feature container capacity on deck that can be handled by the cranes onboard. Delivery is due to take place in April The seller will bareboat charter the vessels until the current period of employment expires at the end of the year. TECHNICAL OPERATIONS The ships technical operation is managed by the company s own dedicated section, which is in line with our strategy to operate a fully integrated shipping activity. This activity comprises 18 vessels as well as the follow-up of four vessels that are technically managed by other parties. The section s main base is located in Bergen, with agencies in Poland and Russia. The company s operational policy aims to maintain the ships for a working lifespan of at least 30 years. There is a strong focus on continuous and preventive maintenance. The ships crews are mainly comprised of Russian and Polish seamen, but there is also a core of Norwegian sailors that man the fleet sailing the Norwegian coastline. Average running costs for the reefer ships has been approximately USD 4400 per day in 2004, which is an increase of 19 % from The weakening of the US dollar against NOK and EUR provides some of the explanation for the increased running costs expressed in USD. The percentage of days where the ships earned revenue has improved by 7.5 percentage points in the period compared to the previous year, due in part to no lay-up of vessels during the year. Four ships have been docked at an average cost of approximately USD , with a supplementary off-hire per docking of around 20 days. In addition one ship was off-hire for 60 days due to damage repairs. Other off-hire has averaged approximately nine days per ship. The insurance coverage for the ships was renewed in December 2004, resulting in a rate increase of 2 %. Additionally, the ships values were adjusted upwards as a result of a strengthened reefer shipping market, so that the total increase in the premium was in the region of 3.5 %. Insurance deductables are USD per ship with an additional machinery deductable of USD SPECIALISED REEFERS BUILT CU.FT. Green Spring Green Summer Green Winter Green Cooler Green Crystal Green Freezer Green Austevoll Green Bodø Green Egersund Green Karmøy Green Måløy Green Selje Green Tundra Green Atlantic Green Snow Green Concordia Green Toledo Primadonna Prince SIDEDOOR REEFERS BUILT CU.FT. Wilson Express* Green Frost Green Ice Green Arctic Green Flake Green Frio Green Igloo *Previously Green Bergen
10 With a view of the coast We reach Paul Ingvar Dekkerhus on his mobile phone as M/V Green Flake sails in Kattegatt between Denmark and Sweden. She is making her return voyage northwestward, to pick up a new cargo of fish from Træna and Ålesund. After that, the destination is Klaipeda, Lithuania. Paul Ingvar gives us a glimpse of life on board: My job as captain is to ensure that everyone works well together as a team. Together, we have to ensure that the vessel performs her tasks as efficiently as possible. We have three nationalities on board Norwegian, Polish and Russian but everyone speaks reasonably good English. I can t help being impressed and appreciative of everyone s dedication. We have a core team; half the crew of twelve has sailed together for a long time. I like this job. I m convinced that transport by sea is far more environmentally friendly than transportation by truck. M/V Green Flake has a capacity of 1480 tonnes or 1030 pallets, and we re usually fully loaded. A semitrailer takes perhaps tonnes. When we arrive in port I sometimes see a very, very long line of trucks waiting to carry the cargo to its next destination. To me it makes no sense imagining that huge caravan of trucks taking the long haul through Europe, just to bring the customers the same produce or fish that we carry in one go on Green Flake or another vessel. The winter months are an extremely busy season for exporting fish from Norway. In autumn and winter, large quantities of herring and mackerel plus some salmon and cod are shipped eastward from Norway. Things are a bit more relaxed during the summer. So there s enough time to put the ship in dock, if needed, and carry out more comprehensive, planned maintenance. We have a lot more return cargo from the Baltic countries, so someone has been busy doing a good job selling these services. We re returning with cabin cruisers for the Norwegian market, containers, empty pallets you name it. In Poland we ve noticed a big difference after Green Reefers moved its port of call from Szczeczin to Swinoujscie. In addition to saving four hours sailing upriver and four hours downriver, cargo handling is much faster at the Odraport facility in Swinoujscie. It takes us just two and a half days now to reach it from Måløy, Norway. We often sail along the Norwegian coast with feeder cargo, in other words collecting cargo from many small ports of call cargo that is shipped from Måløy across the Atlantic on larger vessels. Our feeder routes enable us to exploit our resources to the full. My father was a fisherman, and I would join him whenever I had a school holiday. I started working full time on his fishing boat when I was 16 years old. My family has been fishing as many generations as I can remember. My great grandfather would travel by boat to the Lofoten Islands during the winter cod fishing season, and purchase cod that he would dry on the cliffs near our village. His clipfish fetched a good price. I went back to school to get my captain credentials in For the last six years I ve sailed for Green Reefers. Before that, it s been other shipping companies. Altogether I have sailed on six Green Reefers vessels. It s ironic, you know. I m now captain of the first vessel on which I sailed with the company. Seasick? Well, it happens, but hardly ever on these vessels. They roll smoothly when the seas are rough. It s quite different from the fishing boat that I sailed on in my youth. Those can really get tossed around, and I must confess my stomach has been emptied a few times. Earlier, I sailed many trips between Norway and Iceland, but I must admit that I prefer sailing the Baltic route and along the Norwegian coast. It s far more exciting than seeing windows on the bridge full of nothing but ocean and sky. Sailing the Norwegian coastal waters is particularly demanding, but very beautiful and ever-changing. The first mate and I work shifts on the bridge six hours on, six hours off. When Green Flake sails abroad, for example to the Baltic, the second mate also gets his turn on the bridge, and we work four on and eight off. But for me as captain it nevertheless means a long workday, because my time off the bridge is when I finally get the chance to do my paperwork. I have other options, and I assure you that I would not be working for Green Reefers unless I felt good about the company and was happy with my job. In a week, I will be on my way home for some longed-for time off together with my family. I have two boys, 2.5 years and 6 months old with whom I love to spend my time. And I plan to continue fixing up the house. Hobbies? Well, I have a boat 19
12 The Terminals Terminals vital transport hubs The terminals are important elements in the company s logistics network. They form the link between sea-based and land-based transportation. Træna Norway Måløy Norway Ålesund Norway 22 This applies especially to the terminals around the Baltic Sea, where the integration of these nodes is essential to ensure quick and safe cargo operations and correspondingly important for efficient transfer of cargo to the receiver. These terminals provide Green Reefers with valuable local presence and know-how, enabling the company to offer customers the best services possible. Green Reefers Baltic terminals are located in Klaipeda in Lithuania, Swinoujscie (Odraport) in Poland, and Kaliningrad in Russia. All three are modern facilities. The last addition is in Odraport, where the terminal was extended with an additional chilled and frozen storage warehouse, increasing capacity from to tonnes. In conjunction with this expansion, Green Reefers increased its share in the terminal from 19 % to 25 %. It is around these nodal points that the company has built up its solutions for the land-based transportation to end destinations. The Klaipeda and Odraport terminals are linked primarily to the company s transport of seafood to the region. The expansion of capacity at Odraport in 2004 will also expand this terminal s activities to comprise products that require cold storage. The Kaliningrad terminal plays a key role in the company s contract for transport of poultry and other meat products from Brazil to Russia. In addition, Green Reefers has participated in developing cold store capacity along the Norwegian coast in recent years. In 2004 Green Reefers purchased a cold store in Måløy as part of its strategy to expand the company s logistic systems. The company also owns shares in coldstore facilities in Ålesund and on Træna. New potential projects are continually being evaluated, and Green Reefers expects to further expand the capacity of its terminals in NORWAY Green Reefers has three terminals along the Norwegian coast, each located near major fish industry areas. Træna Norway 1 coldstore chamber with a total capacity of tonnes and m 3. Ålesund Norway 5 coldstore chambers with a total capacity of tonnes and m 3. Måløy Norway 3 coldstore chambers with a total capacity of tonnes and m 3. Swinoujscie Poland Kaliningrad Russia THE BALTIC Our three terminals in the Baltic enable us to ensure quick turnaround of vessels in port, controlled storage and efficient distribution/reception of cargo for our customers. At each terminal we offer stevedoring on a 24/7 basis. Swinoujscie Poland 10 coldstore chambers with a total capacity of m 2 and m 3. A gateway to Eastern and Central Europe, as well as Poland. Klaipeda Lithuania 6 coldstore chambers with a total capacity of m 2 and m 3. One of the largest ports in the Baltic, and especially important for transit cargo. Kaliningrad Russia 2 coldstore chambers with a total capacity of m 2 and m 3. One of the best terminals in Russia. Klaipeda Lithuania
13 Thoughts from a Port Captain Maciej Kisiel Why did Green Reefers move to Odraport? Because time is money, and to better facilitate the needs of our customers. Before, the ships were calling at the port of Szczeczin 100 km up the river. Every vessel needed an extra four hours to sail each way. Besides, we wanted a 24/7 facility where we could service the customers at any time. Now we have that. At Szczeczin the port was only servicing our ships 16 hours a day, and it was impossible to discharge cargo on Sundays, for example. Our con cept is to be in full control and to do things on our own terms. That is why we came to Odraport and Swinoujscie. The phone rings. Maciej Kisiel s attention shifts immediately. His hand lunges out to grab the receiver, he listens, offering short and to the point answers. Then a longer explanation follows in rapid-fire Polish, a new pause, before short phrases in a softer voice. Obviously he has reached some sort of agreement with the customer. That s his job. Maciej used to be a sailor for Green Reefers; now he holds the title Port Captain. He understands vessels, the forklift and the office and he can proficiently handle any of them. His English is equally to the point. Maciej Kisiel starts with a story: When I boarded my first Green Reefers ship to report for duty in 1998, I received quite a shock. I saw a group of people working hard to get a job done and asked for the captain. It turned out it was the dirtiest man in the group, with grey hair. So I asked myself: If the captain is so dirty, how dirty am I supposed to be as 2nd officer? The captain was obviously doing more than his fair share. I had sailed for other shipping companies and was used to captains who pointed and waved their finger. So this new attitude was great! Rank on board the Green Reefers vessel was obviously not determined by who had the cleanest hands. My captain quickly made me part of the team, counting on my independence and good decisions. You know, at sea there is no room for mistakes. If you are not careful, you can lose far more than the cargo, the assignment and your job. You can lose the ship and your life. I felt a huge responsibility for the vessel and for the company, and I have carried that since. The Port Captain steps across the room to a huge map of Europe. His finger stabs the map a hair s breadth from the German border. Look. We re here. Over people live within 600 km of Odraport. It is 250 km to Berlin, 400 km to Dresden, 650 km to Prague, 550 km to Warszaw, 300 km to Poznan, 100 km to Szczeczin. And there is Wroclaw, Zielona Gora, Bydgoszcz But it is no secret that many Polish customers were unhappy when Green Reefers changed port. For them everything was fine at Szczeczin. Like many nationalities, we Polish people have a built-in resistance to change, and our customers saw no reason to change something that worked. So they have been watching our every step. Green Reefers has had to prove itself all over. It s been a huge job to keep the customers pleased, travelling all over Poland for meeting to tell them what we re doing and why. But I tell you, we have not lost a single customer. Now they are realizing the advantages of Odraport, and they experience that our new facility is more responsive to their needs. At the beginning, many things were simply impossible in Odraport. It was an old port, with old traditions and old ways of doing things. New ideas created resistance from people working here. Today the employees have become used to taking flexible action on the spot. The leadership team has worked to change the attitude and culture. Today we can count on every single person in Odraport. They re doing an excellent job. In 2002, Green Reefers Polska was established, a company fully owned by Green Reefers in Norway. We have been moving systematically to make life simple and effective for our customers, offering them an attractive total package. This includes the carriage of products by sea, controlled storage and inland distribution. I m sure Green Reefers activity in Swinoujscie, Poland, will allow other companies to establish and grow. We re bringing opportunities for trucking and forwarding companies. It is very important for this terminal to secure easy deliveries and smooth cargo flow to the eastern parts of Germany, as well as Central and Eastern Europe. Another challenge that we have been taking very seriously is to find return cargoes for ships heading back to Norway. Apparently they are building windmills along the coast of Norway, so when the blades had to be shipped, they moved through Odraport. Mind you, these blades are 48 metres long and weigh 10 tonnes each. You should have seen the special trucks that transported them from southern Poland, where they are produced! The focus on return cargoes is important to the local and national authorities. We are showing them that we are doing this for Poland, not just to earn money for a foreign owned company. By the way, Green Reefers is sponsoring an amateur volleyball team, and they re doing well in the league competiton. 25
14 Report from the Chief Engineer Yellow? No, that s green, insists Piotr Waligóra with a huge grin. It s obviously a standing joke. But the joyful yellow warehouses are now even more visible from afar, thanks to the recent addition of one of Europe s most modern coldstores. 26 Piotr Waligóra bears the title Technical Vice President of Odraport. In practice, however, he is the Chief Engineer responsible for the construction of the new facilities at Odraport, and for the vision behind the technical solutions that are now in place. He couldn t leave all the hands-on fun to the hired consultants. Perhaps that comes as no surprise; Piotr used to teach at the Thermodynamic Institute in Warszaw. An important milestone was reached when the new coldstore was opened with a suitably grand ceremony in January According to Piotr, it is without doubt one of the best in Europe. It more than doubled the controlled temperature storage capacity at Odraport. The new warehouse brings many technical innovations. There is a sense of pride as he shows us the inner workings of the facility. The warehouse has an automatic racking system and full placement tracking. Whereas the old building could handle 0.5 tonnes pr m 2, now it can receive 6 tonnes per m 2. Since the tracks are on rail and can be placed flush against each other, capacity is greatly enlarged. Everything is fully automated every cooler, fresh air intake, the fans and ventilation, with plenty of sensors to provide precise control and different atmospheric conditions in various parts of the same chamber, thus providing ideal conditions for different cargoes. When I worked for Chiquita, we controlled temperatures to within 0.03 C. We worked closely with such major potential customers during the design. In our coldstore, also humidity and air movement is controlled very precisely. The big question is how many times you can turn over income from your warehouse. Bananas, for instance, spend at most two weeks in the warehouse. That means you can move the cargo quickly. A simple calculation shows that with fruit handling, it is possible to achieve up to 15 times higher profit than for frozen fish. So we proposed to enter the fruit business here in Odraport. In the autumn of 2003, the key decision makers gave us the green light. That, of course, meant we had to to make a major upgrade of our facilities. The investment from the owners is considerable. You know, sometimes the head office in Norway makes me very nervous. They give us so much freedom and responsibility. We are really trying hard to fulfil that trust. It s satisfying to give them our reports, because we talk easily as colleagues and friends with mutual respect. Odraport is well equipped to compete with the other, wellestablished port terminals of Europe, such as those at Antwerp, Hamburg and Bremerhaven. Now we are working systematically to line up the customers. When the fruit season comes, we will have a chance to prove ourselves. This is as good as it gets. I know the fruit will be in the best of hands here a short stop from the fruit-lovers of Central Europe. Piotr Waligóra
15 The Board of Directors Report In 2004 Green Reefers achieved improved results. Further steps have been taken towards achieving the company s vision: To be the leading operator of medium-sized reefer vessels and the foremost logistics provider for fish from the Northern Areas. Kristian Eidesvik (1945) Chairman of the Board Kristian Eidesvik was a captain and fishing boat owner until Together with his brother, he ran Eidesvik Shipping until He is now an investor through companies of the Caiano Group, and he is a member of numerous boards of directors. Eidesvik has been Chairman of the Board of Green Reefers since Per Gunnar Solstad (1933) Board Member Per Gunnar Solstad is owner and board member of Solstad Offhore ASA and its subsidiaries. He is educated as a sea captain and average adjustor. Solstad is Chairman of the Board of Skude Verft shipyards, and has served on the board of Green Reefers since Nils Arve Drønen (1958) Board Member Nils Arve Drønen earned an MBA from the Norwegian School of Business and Economics (NHH) in He has 15 years experience in accounting and finances in the international shipping sector (Jebsen/Wilson). Drønen is one of the main shareholders and Managing Director of Drønen Havfiske AS. He has been a board member of Green Reefers since Bernt Daniel Odfjell jr. (1938) Board Member Bernt Daniel Odfjell jr. is Chairman of the Board and main shareholder of Odfjell ASA, which provides shipping and logistic services to the international petrochemical industry. He has been a board member of Green Reefers since Toril Eidesvik (1968) Board Member Toril Eidesvik is employed as a lawyer with Caiano AS, having earned her legal degree from the University of Oslo in She previously worked for nine years as a lawyer for the law firm Simonsen Musæus and for Gjensidige NOR Sparebank. Eidesvik has served as board member of Green Reefers since May Peder Engeset (1966) Board Member Peder Engeset took an undergraduate degree at the University of San Francisco in Since 1986 he has worked in the shipping, offshore and property sectors. Engeset has been a board member of Green Reefers since Positive developments in underlying factors have resulted in a general improvement in the reefer market in the last few years, a trend that continued and strengthened in Freight rates increased considerably, particularly during the last half-year, and as a consequence the value of the reefer fleet continued its upward spiral throughout the year. Despite the dollar s weak performance against NOK and EUR, which has had a negative effect on operating and docking costs expressed in USD, the company s result is a considerable improvement compared to The group s operating result before depreciation (EBITDA) in 2004 was NOK 57 millions against NOK 43 millions in 2003, which included profit on sale of assets of NOK 16 millions. The result before tax was NOK 59 millions (NOK 10 millions) and includes a reversal of write-downs of vessels of NOK 36 millions. The result after tax for the year was NOK 101 millions (NOK 25 millions). Green Reefers has enjoyed strong growth in activity during recent years. In 2004 the company took five vessels on long-term timecharter, declared purchase options on three vessels and bought part of the equity in three singlepurpose limited partnerships, owning one reefer vessel each. Moreover, during first quarter 2005 the company purchased an additional four reefer vessels. The company has maintained its share of the Norwegian market in the transport of frozen pelagic fish, and increased its total transport of frozen fish from Northern waters by 4 % in THE COMPANY S ACTIVITIES Green Reefers provides transport services in the international reefer market, operating approximately 30 vessels. The fleet comprises 22 owned/managed vessels, of which seven are operated on behalf of other owners, whilst the remainder are hired for shorter or longer periods. Activities also encompass six fully or partially owned coldstores. The company s main office is located in Bergen, Norway. The company is also represented through its own offices in Ålesund and Måløy, Norway, as well as in Poland, Russia, Lithuania and the USA. In 2004 purchase options were declared for M/V Green Frost, M/V Green Arctic and M/V Green Frio. The vessels were under bareboat charterparty to the company the past five years. The purchase price for M/V Green Frost was USD 4.35 millions, whilst the price for M/V Green Arctic and M/V Green Frio was EUR 3.75 millions en bloc. EBITDA EX. PROFIT ON SALE OF ASSETS At the beginning of 2005 Green Reefers entered into an agreement to purchase the reefer vessels M/V Hachinohe Bay and 4 QUARTERLY TOTAL M/V Japan Star for a total of USD 17.9 millions. These vessels are sister-ships, built in Japan in 1991, each with a cargo capacity of cubic feet. The company will take over the vessels in March/April 2005, when they will join the Green Reefers pool. In addition, the company has signed agreements to purchase the two reefer vessels M/V Primadonna and M/V Prince, built in Belgium in 1991 and 1992 respectively. These vessels are cubic feet each, have good service speed and self sustained container capacity on deck. The total price for the vessels is USD 27.1 millions. After delivery of the ships around 1 April 2005, the seller will bareboat charter the vessels until the end of the year. Thereafter they will join the Green Reefers pool. The contract for the transport of poultry and meat products from Brazil to Russia represented an important part of the company s activities in The contract has been renewed for 2005 and 2006 on improved terms. The company found alternative activities for the summer months for the vessels that are engaged in Norwegian frozen fish exports an activity with a seasonal pattern. As a result of these dispositions no vessels were laid up during the year. The export of frozen Norwegian pelagic fish is one of the company s main areas of activity. This segment showed a 12 % reduction in volume in 2004 compared to The company has maintained its share of the Norwegian market and increased its volume of fish transported from other Northern waters. The total EBITDA EX. SALGSGEVINST, volume of frozen fish transported by the company thus increased 4 KVARTALERS TOTAL by 4 % in In February 2004 the company purchased a coldstore facility in Måløy, Måløyterminalen, for NOK 10 millions. Furthermore, the company increased its share in the Polish terminal Odraport from 19 % to 25 %, where in December an extension of the plant was completed with a new coldstore for chilled and frozen cargo. In accordance with the company s strategy, further expansion of terminal activities is being planned. The Limitation Fund after the total loss of Green Ålesund in December 2000 was settled in THE REEFER MARKET IN 2004 The high season in the reefer market is traditionally the period February April, when fruit exporters in the southern hemisphere ship their produce to the markets in the northern hemisphere. The rates in 2004 for this period were lower than those achieved in the previous year. There were good volumes of banana and a special ice situation in St. Petersburg in February-April 2003, this was not the situation in the corresponding period in These factors, in combination with deferred transport requirements, contributed to a somewhat slower start to the year. Unlike previous years there was a rebound of the freight rates after the main season. Historically, this is unusual, confirming that the underlying supply and demand situation in the market is good. Rates obtained in the summer months and well into the autumn were above the levels achieved in According to brokers, the spot market was about 20 % higher in 2004 compared to 2003 for the company s segment of the market. Data from OECD shows that the world economy, after a few weak years, now is at an annual growth rate of 3.5 %. Following a period with a strong US dollar, the last few years have shown the currency weakening against the Euro. Purchasing power in Europe has thus increased measured in dollar terms, which is presumed to have had a positive effect on demand. Newbuildings delivered equalled 0.1 % of the world s reefer fleet, whilst vessel scrapping represented roughly 2.7 % in The fleet was thus reduced by approximately 2.6 %. Container vessel capacity to carry reefer containers increased by approximately 10 % in Data from the banana trade and other sources show no indication that increased capacity has resulted in a corresponding increase in the containerised share of reefer transport. A further effect was also achieved through a historically high dry cargo market, which also provided alternative engagement for the reefer vessels. A shortage of reefer containers was reported in some periods of the year, which resulted in larger volumes being carried by specialised reefer vessels THE RESULT FOR 2004 The group s operating revenues in 2004 were NOK 684 millions against NOK 548 millions in Expressed in US dollars revenues increased to USD 101 millions from USD 78 millions, an increase of 29 %. The operating result before depreciation (EBITDA) was NOK 57 millions, against NOK 43 millions that included profit on
16 The essence of Green Reefers concept is to closely coordinate every link of our customers logistics chain and ensure good timing. sale of assets of NOK 16 millions in The operating result for 2004, NOK 64 millions, includes a reversal of write-downs of NOK 36 millions. This compares with an operating result for 2003 of NOK 16 millions. The 2004 result before taxes was NOK 59 millions, against NOK 10 millions in The after tax result for the year was NOK 101 millions, compared with NOK 25 millions in The parent company achieved profits of NOK 103 millions (NOK 101 millions), which the Board of Directors proposes transferred to Other Equity. The company s non-restricted equity as of 31 December 2004 was NOK 187 millions. The Annual Accounts are presented under the premise of continued operation. A pre-emptive rights issue was implemented during the first half of 2004 of NOK 36 millions through the issue of 12 million shares at a subscription price of NOK 3.00 per share. In the third quarter Green Reefers implemented a private placement towards employees under an option programme adopted in Approximately 3.5 million shares were issued at a subscription price of NOK 1.10 per share. Early in 2005 the company did a private placement of approximately NOK 58.5 millions through the issue of 12.7 million shares at a subscription price of NOK 4.60 per share. Liquid assets as of 31 December 2004 were NOK 48 millions, against NOK 29 millions at the previous year-end. The share price as of 31 December 2004 was NOK 4.45, an increase of 109 % year-on-year. The share was traded more actively than in previous years. Throughout 2004 approximately 75 % of the company s shares were traded, compared with approximately 31 % during CORPORATE GOVERNANCE The Board of Directors emphasises the importance of Green Reefers having adequate and appropriate management and control systems that fully and properly accommodate the administration of the group in a safe and proper manner on behalf of the shareholders and other interests. A separate article concerning corporate governance of the company will be found later in this Annual Report. FUTURE PROSPECTS The market for reefer vessels has continued its positive development in The Board of Directors expects a considerably EMPLOYEES, EXPERTISE AND THE ENVIRONMENT 30 The Board of Directors considers the working environment both better result for 2005, barring unforeseen events. analytical information section of this Annual Report. on land and at sea to be satisfactory, and the level of sick leave The existing fleet has an age composition indicating scrapping 31 is below average for the industry. Mariners and land-based at the same level as in Taking into account relatively long employees had a total of 2617 sick days, which is equal to 2.2 % delivery times from the yards and considerably higher newbuild- against the national average of 3.6 %. Eleven accidents were registered in the year 2004, all of these occurring to mariners. The standards required in relation to safety and environmental measures have become increasingly more stringent during FINANCING later years. This trend is expected to continue. The company EBITDA EX. PROFIT ON SALE OF ASSETS EBITDA EX. SALGSGEVINST, 4 QUARTERLY TOTAL AND LIQUIDITY 4 KVARTALERS emphasises TOTAL that all activities shall be carried out in accordance with and pursuant to current applicable regulations and legislation, both national and international, and allocates considerable resources in the promotion and practice of a proactive attitude to all ongoing and future changes in the regulations and legislation. There are equal opportunities for men and women in Green Reefers. The company has traditionally recruited from environments where the numbers of men and women are equally represented. The company has 54 employees at its main office in Bergen, Bergen, 15 March, On the board of GREEN REEFERS ASA of which 22 are female. There is balance in the numbers of men and women holding leading positions in the company. Working hour arrangements in the company follow the various positions and are not gender related. The percentage of part Kristian Eidesvik Per Gunnar Solstad Nils Arve Drønen Bernt Daniel Odfjell jr. Peder Engeset Toril Eidesvik Erik Thulin time workers is slightly higher amongst women. Chairman of the Board Managing Director ing prices at present, there is reason for optimism for the next few years. The increased capacity by container ships does not change this basic view of the Board of Directors, the more since there appears to be considerable demand for temperature controlled transport. More information about market developments and information about the company s financial risk will be found in the
17 Profit and loss statement_resultatregnskap Balance sheet_balanse (NOK 1000) GREEN REEFERS ASA CONSOLIDATED Notes OPERATING INCOME DRIFTSINNTEKTER Gross freight income Brutto fraktinntekter Other income Andre inntekter Net profit on sale of Netto gevinst ved salg av fixed assets anleggsmidler Operating income, in total Sum driftsinntekter OPERATING COSTS DRIFTSKOSTNADER Wages and social costs Lønn og sosiale kostnader 10 Other operating costs Andre driftskostnader 11, 20 Operating costs, in total Sum driftskostnader (NOK 1000) GREEN REEFERS ASA CONSOLIDATED Notes ASSETS EIENDELER FIXED ASSETS ANLEGGSMIDLER Deffered tax assets Utsatt skattefordel 18 Vessels Skip 16 Terminals Terminaler 16 Other fixed assets Andre driftsmidler 15, 16 Shares in subsidiaries Aksjer i datterselskaper 13 Shares in associated companies Aksjer og andeler tilkn. selskaper 13 Other shares Andre aksjer 13 Loans to subsidiaries Utlån til datterselskaper 5 Other long-term receivables Andre langsiktige fordringer 4, 12, 19 Fixed assets, in total Sum anleggsmidler Operating result before Driftsresultat før avdepreciation (EBITDA) og nedskrivninger (EBITDA) Depreciation Avskrivninger 15, 16 Write-downs/reversal Nedskrivninger/reversering 16 write-downs nedskrivninger CURRENT ASSETS OMLØPSMIDLER Debtors Kundefordringer Inventories Beholdninger Other current assets Andre fordringer 3, 5 Bank deposits Bankinnskudd 2 Current assets, in total Sum omløpsmidler TOTAL ASSETS SUM EIENDELER 32 OPERATING RESULT (EBIT) DRIFTSRESULTAT (EBIT) EQUITY AND LIABILITIES EGENKAPITAL OG GJELD 33 FINANCIAL INCOME AND FINANSINNTEKTER OG EQUITY EGENKAPITAL FINANCIAL COSTS FINANSKOSTNADER Paid up equity Innskutt egenkapital Profit and loss from associated Andel resultat tilknyttet Share capital Aksjekapital 24 companies a.o selskap m.v. Share premium reserve Overkursfond Interest from subsidiaries Renter fra konsernselskaper Retained earnings Opptjent egenkapital Interest and other financial income Rente- og andre finansinntekter Other equity Annen egenkapital Profit (loss) on exchange Agio (disagio) Uncovered loss Udekket tap Unrealized profit (loss) on loans Urealisert agio (disagio) pantelån Interest and other financial cost Rente- og andre finanskostnader Equity, in total Sum egenkapital 17 Write-downs/reversal write-downs Nedskrivning/reversering nedskrivning LONG-TERM LIABILITIES LANGSIKTIG GJELD financial fixed assets finansielle anleggsmidler Mortage loans Pantegjeld 7, 9 Financial items, in total Sum finansposter Long-term liabilities, in total Sum langsiktig gjeld 19 PROFIT (LOSS) BEFORE RESULTAT FØR TAXES SKATTEKOSTNAD Taxes Skattekostnad 18 PROFIT (LOSS) FOR THE YEAR ÅRETS RESULTAT SHORT-TERM LIABILITIES KORTSIKTIG GJELD Suppliers Leverandørgjeld Taxes and public duties a.o Skyldige offentlige avgifter m.v. Other short-term liabilities Annen kortsiktig gjeld 5, 6 Short-term liabilities, in total Sum kortsiktig gjeld EQUITY AND LIABILITIES, IN TOTAL SUM EGENKAPITAL OG GJELD Profit (loss) per share (NOK) Resultat pr. aksje (NOK) 22 Diluted profit (loss) per share (NOK) Utvannet resultat pr. aksje (NOK) Bergen, 15 March, On the board of GREEN REEFERS ASA Bergen, 15. mars I styret for GREEN REEFERS ASA Kristian Eidesvik Per Gunnar Solstad Nils Arve Drønen Bernt Daniel Odfjell jr. Peder Engeset Toril Eidesvik Erik Thulin Chairman of the Board Managing Director
18 Cash flow statement_kontantstrømoppstilling Notes to the financial statements_noter til regnskapet (NOK 1000) GREEN REEFERS ASA CONSOLIDATED OPERATIONS OPERASJONELLE AKTIVITETER Payment from operating income Innbetalinger av driftsinntekter Payment for operating costs Utbetalinger for driftskostnader Payment to employees Utbetalinger til ansatte, arbeidsgiverand tax authorities avgift og forskuddstrekk Payment from interest income Innbetalinger av renter Payment of interest and financial items Utbetalinger av renter Paid taxes Utbetalinger av skatter Net cash flow Netto kontantstrøm fra from financing (3) finansieringsaktiviteter (3) Profit (loss) due to exchange rate Effekt av agio på fluctuations on cash (4) likviditetsbeholdningen (4) NET CASH FLOW NETTO ENDRING I LIKVIDER FOR THE YEAR ( ) GJENNOM ÅRET ( ) CASH JANUARY LIKVIDER 1/1 CASH DECEMBER LIKVIDER 31/12 Profit (loss) before taxes Resultat før skattekostnad Paid taxes Betalte skatter Net profit sale of fixed assets Gevinst ved salg av anleggsmidler Depreciation and write-downs Av-/ og nedskrivninger Change in inventories Endring i varelager Change in debtors Endring i kundefordringer Change in creditors Endring i leverandørgjeld Change in pension liabilities Endring pensjonsforpliktelse Change in other accruals Endring i andre tidsavgrensningsposter Unrealized (gain) loss on exchange Effekt av valutakursendringer Cash flow from Netto kontantstrøm fra operations operasjonelle aktiveteter NOTE 1 ACCOUNTING POLICIES All items in the financial statements have been reported, measured and accounted for in accordance with the Accounting Act and Generally Accepted Accounting Principles in Norway. 100 % of the company s poolactivity is shown in the accounts, and the external poolpartners net income has been charged to other operating costs as timecharterhire. Consolidation Konsolideringsprinsipper The consolidated accounts include the parent company and companies Greens konsernregnskap omfatter morselskapet og de selskaper where Green Reefers ASA owns more than 50 % of the der Green Reefers ASA direkte eller indirekte eier mer enn 50 % shares. The cost of shares in subsidiaries has been eliminated in av aksjene i selskapet. Kostprisen for aksjer i konsoliderte Net cash flow Netto kontantstrøm fra the consolidated accounts against the equity in the subsidiaries selskaper elimineres i konsernregnskapet mot egenkapitalen i de from operations (1) operasjonelle aktiviteter (1) at the time of purchase. The cost above booked equity has been respektive selskapene på kjøpstidspunktet. Overkursen fordeles allocated to the assets it relates to, and is being depreciated over på de eiendeler som merverdiene refererer seg til og avskrives INVESTMENTS INVESTERINGSAKTIVITETER the estimated lifetime of the assets. Intercompany transactions over eiendelenes antatte levetid. Interne inntekts- og kostnadsoverføringer, Sale of fixed assets Salg av varige driftsmidler and balance sheet items have been eliminated. fordringer og gjeld mellom selskapene elimineres. Investment in fixed assets Investering i varige driftsmidler Companies where Green s shareholding is below 50 %, and Selskaper hvor konsernet eier under 50 % og har betydelig Investment in shares and loans to Investering i aksjer og lån til where the company has a significant influence, are considered innflytelse betraktes som tilknyttede selskaper og regnskapsføres subsidiaries datterselskaper to be associated companies. They have been included in the etter egenkapitalmetoden. Andel av årsresultat inngår i Change in other investments Endring i andre investeringer consolidated accounts by the equity method. The company s finansinntekter/(-kostnader). I balansen inngår bokført verdi av share of the net results has been included in the financial investeringen som anleggsmiddel. Net cash flow Netto kontantstrøm fra income/(-costs). In the balance sheet the book value of the Datterselskaper og tilknyttede selskaper er vurdert etter kostmetoden from investments (2) investeringsaktiviteter (2) investments are grouped under fixed assets. i selskapsregnskapet. Aksjer og fordringer nedskrives 34 FINANCING FINANSIERINGSAKTIVITETER Shares in subsidiaries and associated companies are included in dersom den bokførte verdien er høyere enn egenkapitalen the parent company accounts based on the cost method. Writedowns i underliggende selskaper. Nedskrivningen reverseres når 35 Loans Opptak av lån of shares and loans are made if book values are higher grunnlaget for nedskrivning ikke lenger er til stede. Repayment loans Nedbetaling av lån than equity in the subsidiaries. Such write-downs are reversed Share issues Emisjoner if the basis for write-down is no longer present. Revenue recognition Income and expenses related to uncompleted voyages are accounted for on a percentage of completion basis. Balance sheet classification Assets defined for as indefinite holding or use and receivables with maturity later than one year from the expiration of the accounting year, are classified as fixed assets. Other assets are defined as current assets. Debt with maturity a year after the expiration of the accounting year, is classified as long-term debt. Other debt is defined as short-term debt. Instalments on mortgage debt for the first year are classified as long-term debt. Foreign currency Current assets, long-term receivables and liabilities in foreign currency are valued at the year-end exchange rate. Current assets Current assets are measured at cost or fair value, whichever lowest. Fixed assets Fixed assets are included in the balance sheet at the cost less ordinary depreciation. The vessels and terminals are depreciated REGNSKAPSPRINSIPPER Alle poster i årsregnskapet er verdsatt og periodisert i overensstemmelse med regnskapslovenes bestemmelser og reglene som følger av god regnskapsskikk. 100 % av selskapets poolvirksomhet vises i regnskapet, og de eksterne deltakernes nettoinntekt er tatt ut som timecharter hyre i regnskapet og inkludert i andre driftskostnader. Inntekts- og kostnadsføringsprinsipper Fraktinntekter og reiseavhengige kostnader periodiseres ut fra det antall dager reisen varer før og etter årsskiftet. Klassifisering av balansen Eierandeler bestemt til varig eie eller bruk og fordringer med forfall senere enn ett år fra regnskapsårets utløp er klassifisert som anleggsmidler. Øvrige eiendeler er klassifisert som omløpsmidler. Gjeld som forfaller senere enn ett år etter regnskapsårets utløp er oppført som langsiktig gjeld. Øvrig gjeld er klassifisert som kortsiktig. Første års avdrag på pantegjeld er klassifisert som langsiktig gjeld. Valuta Omløpsmidler, langsiktige fordringer og gjeld i utenlandsk valuta er vurdert til dagskurs. Omløpsmidler Omløpsmidler er vurdert til laveste verdi av anskaffelseskost og virkelig verdi. Avskrivbare eiendeler Anleggsmidler er oppført i balansen til anskaffelseskost fratrukket ordinære avskrivninger og eventuelle nedskrivninger. Skip og terminaler avskrives linært over henholdsvis 30 og 25 år. Andre driftsmidler saldoavskrives med %. Det foretas
19 lineary over 30 and 25 years respectively. Other fixed assets are depreciated % according to the declining balance method of depreciation. Write-downs of fixed assets are made if recoverable amount is lower than book values. Recoverable amount is the highest of discounted future cash flows or broker assessments. Such wite-downs are reversed if the basis for write-down is no longer present. Periodical maintenance Provision for future periodical maintenance of the vessels is charged annually to the profit and loss account based upon estimated cost for next drydocking. The provision is charged evenly over the 30 month interval between two drydockings. Leasing contracts Bareboat charterparties are considered as operational leases and hire is charged as an operating cost as the charterparties do not comply with the criterias set for financial leases. Pension obligation The company s pension obligations are covered through a life insurance company. The difference between present value of the calculated liability and the pension assets has been included as a fixed asset in the balance sheet. The annual pension obligation costs have been included in the personnel costs in the profit and loss account. The effect of estimate changes are not considered until it amounts to more than 10 % of the highest of gross pension obligations and the pension assets. Such changes are distributed over the average remaining saving period. Taxes and deferred taxes Ordinary taxation rules applies for the company. Taxes are calculated based on the company s financial result in the profit and loss statement and consists of payable and changes in deferred taxes. The calculation of deferred taxes/-tax assets is based on the temporary differences between the result in the profit and loss statement and the tax statement. The net balance of deferred taxes and deferred tax assets is included in the balance sheet as a long-term liability or fixed asset. Deferred tax assets are calculated based on the nominal rate of taxation. The advantages are further calculated only on tax reducing items the company can benefit from. Cash flow statement The cash flow statement is prepared using the direct method. Related parties Information about transactions with related parties is set out in note 14 to the accounts. Stock issuance expenses Stock issuance expenses are charged directly to the stockholders equity. Profit (loss) per share Profit (loss) per share is calculated as the profit (loss) divided by the average number of shares issued. nedskrivning av anleggsmidler dersom virkelig verdi er lavere enn bokført verdi. Som virkelig verdi brukes det høyeste av markedsverdi eller nåverdi av fremtidige kontantstrømmer. Nedskrivningen reverseres når grunnlaget for nedskrivning ikke lenger er til stede. Periodisk vedlikehold Det avsettes regnskapsmessig et årlig beløp til periodisk vedlikehold og dokking. Årlig avsetning utgjør periodens andel av den forventede fremtidige totalkostnad for neste periodiske vedlikeholdsoperasjon. Kostnadene fordeles jevnt over perioden frem til neste dokking, normalt 30 måneder. Innleide driftsmidler Selskapets bareboat certepartier er regnskapsmessig behandlet som operasjonelle leieavtaler, da de ikke faller innenfor de etablerte kriterier for finansielle leieavtaler. Pensjonsforpliktelser Selskapet finansierer alle sine pensjonsforpliktelser overfor de ansatte gjennom en kollektiv pensjonsordning. Den beregnede påløpte pensjonsforpliktelse sammenholdes med verdien av pensjonsmidlene. Differansen oppføres som langsiktig fordring/ gjeld. Periodens netto pensjonskostnad inngår i posten lønn og sosiale kostnader i resultatregnskapet. Effekten av endringer av estimater hensyntas først når denne overstiger 10 % av det høyeste av brutto pensjonsforpliktelser og pensjonsmidler. Resultatvirkningen av slike endringer fordeles over gjennomsnittlig gjenværende opptjeningstid. Skattekostnad og utsatt skatt Selskapene i konsernet er underlagt ordinær beskatning. Skattekostnaden er knyttet til det regnskapsmessige resultatet og består av to elementer: Betalbar skatt og endring utsatt skatt. Utsatt skatt/skattefordel er beregnet på midlertidige forskjeller mellom skattemessig og regnskapsmessig resultat. Utsatt skatt og utsatt skattefordel presenteres netto i balansen, som langsiktig gjeld eller anleggsmiddel. Ved beregning av utsatt skatt og utsatt skattefordel er det benyttet nominell skattesats. Det er bare beregnet utsatt skatt på de skattereduserende midlertidige forskjeller og underskudd til fremføring som selskapet vurderer som sannsynlig å kunne benytte. Kontantstrømoppstilling Kontantstrømoppstillingen er utarbeidet etter direkte metode. Nærstående parter Opplysninger om transaksjoner med nærstående parter til Green konsernet fremgår av note 14. Emisjonskostnader Emisjonskostnader føres direkte mot selskapets egenkapital. Resultat pr. aksje Resultat per aksje er beregnet som periodens resultat dividert på gjennomsnittlig utestående aksjer i perioden. (NOK 1000) GREEN REEFERS ASA CONSOLIDATED (NOK 1000) Notes_noter NOTE 2 BANK DEPOSITS BANKINNSKUDD Bank deposits in NOK Bankinnskudd i NOK Bank deposits in USD Bankinnskudd i USD Bank deposits in EUR Bankinnskudd i EUR Bank deposits, in total Sum bankinnskudd Restricted bank deposits hereof Herav sperret bankinnskudd The company has a consolidated bank facility which allows withdrawals in both USD, EUR and NOK. There is no overdraft limit attached to this account or to other bank accounts of the Group. Selskapet har en konsernkonto med mulighet for trekk i USD, EUR og NOK. Det er ingen kassekredittramme knyttet til konsernkontoen eller andre bankkontoer i konsernet. NOTE 3 OTHER SHORT-TERM ASSETS ANDRE KORTSIKTIGE FORDRINGER Sellers credit Selgerkreditt Other short-term assets Andre kortsiktige fordringer Other short-term assets, in total Sum kortsiktige fordringer NOTE 4 OTHER LONG-TERM ASSETS ANDRE LANGSIKTIGE FORDRINGER Loans to employees Lån til ansatte Receivables from associated companies Fordringer tilknyttede selskaper Other long-term assets Andre langsiktige fordringer 36 Other long-term assets, in total Sum andre langsiktige fordringer 37 Receivables with a maturity later Fordringer med forfall senere than 1 year enn ett år NOTE 5 ACCOUNTS WITH MELLOMVÆRENDE SUBSIDIARIES KONSERNSELSKAPER Long-term assets Langsiktige fordringer Current assets Omløpsmidler Long-term liabilities Langsiktig gjeld Short-term liabilities 304 Kortsiktig gjeld NOTE 6 OTHER SHORT-TERM LIABILITIES ANNEN KORTSIKTIG GJELD Provision for future periodical maintenance Avsetning til periodisk vedlikehold Other short-term liabilities Annen kortsiktig gjeld Other short-term liabilities, in total Sum annen kortsiktig gjeld NOTE 7 LIABILITIES SECURED BY MORTGAGES PANTSTILLELSER Mortgage debt For gjeld is secured by assets with er avgitt pant i eiendeler the following book value til følgende bokført verdi NOTE 8 GUARANTEES GARANTIFORPLIKTELSER Guarantees exceeding Garantiforpliktelser utover debts in balance sheet: bokført gjeld utgjør: Committed unpaid LP-capital Kommittert uinnbetalt KS-kapital Mortgage loan guarantees Pantelånsgarantier Other guarantees Andre garantier Guarantees, in total Sum garantiforpliktelser
20 Notes_noter Notes_noter NOTE 9 LONG-TERM LIABILITIES LANGSIKTIG GJELD (NOK 1000) CONSOLIDATED (NOK 1000) The average interest rate in 2004 has been 3.56 %. Gjennomsnittlig rente i år 2004 har vært 3,56 %. Maturity years Forfallsstruktur år Consolidated Konsern Out of a total mortgage debt of NOK millions, NOK millions is debt in USD, NOK 24.0 millions is debt is in EUR and the rest is in NOK. As of 31. Dec the debt in USD is converted to NOK at an exchange rate of USD/NOK of and the debt in EUR is converted to NOK at an exchange rate of EUR/NOK The long-term debt is provided by Nedship Bank and Nordea Bank Norge. The loans are mainly secured with mortgage in the company s fleet. The loan agreements generally contains certain covenants, the most restrictive of which requires the group s net asset value to be minimum USD 10 millions, free cash to be minimum USD 2 millions. and the vessels free market value at least to be 110 % of the loan balance. The company further has an obligation to be listed on the Oslo Stock Exchange. NOTE 10 WAGES, NUMBER OF EMPLOYEES, BENEFITS AND LOANS TO EMPLOYEES Av den totale pantegjelden på NOK 204,7 millioner er NOK 160,2 millioner gjeld i USD, NOK 24,0 millioner gjeld i EUR og resterende i NOK. Ved årsskiftet er gjeld i USD bokført til USD/NOK kurs 6,033 og gjeld i EUR til EUR/NOK kurs 8,228. Lånene er finansiert fra Nedship Bank og Nordea Bank Norge. Lånene er i hovedsak sikret med pant i selskapets flåte. Låneavtalene inneholder enkelte forutsetninger hvorav de mest omfattende er at selskapets substansverdi skal være USD 10 millioner, fri likviditet skal være minimum USD 2 millioner og skipenes markedsverdi må minst være 110 % av lånebalansen. Selskapet er videre forpliktet til å være notert på Oslo Børs. LØNNSKOSTNADER, ANTALL ANSATTE, GODTGJØRELSE, LÅN TIL ANSATTE (NOK 1000) CONSOLIDATED (NOK 1000) NOTE 12 PENSION COSTS, FUNDS AND ACCRUED PENSION LIABILITIES The company has defined benefit pension plans for its employees. The pension plans cover 109 office employees and seagoing personnel, of which 14 were retirees in The retirement age is 67 for office employees. Pension from 67 years is covered of the defined benefit plan and Social Security. Maximum pension, after 30 years service in the defined benefit plan and 40 years in the national Social Security, is abt. 66 % of yearly salary at retirement age limited to 12G*. The retirement age is 60 for seagoing personnel. The pension plan covers abt. 60 % of salary level at retirement with 30 years employment, and a deduction is made for estimated benefits paid from the social security Pension Insurance for Seamen. Pension benefits are funded (insured) with life insurance companies from the age of 60 until the age of 67. After the age of 67 pension benefits are paid from the Social Security. (*G = The public National Insurance base amount) The company s legal obligations are not influenced by the treatment of pension funds/-liabilities in the financial statements. PENSJONSKOSTNADER, MIDLER OG FORPLIKTELSER Selskapet har foretakspensjonsordning i livsforsikringsselskap for sine ansatte. Pensjonsordningene omfatter 109 kontoransatte og seilende personell, hvorav 14 mottok pensjon i Pensjonsalderen er 67 år for kontoransatte. Pensjon fra fylte 67 år omfatter ytelser fra foretakspensjonsordningen og ytelser fra Folketrygden. Full alderspensjon, etter 30 års opptjeningstid i foretakspensjonsordningen og 40 års opptjeningstid i Folketrygden, utgjør tilnærmet 66 % av pensjonsgrunnlaget, begrenset til 12G*. Pensjonsalderen er 60 år for seilende personell. Den kollektive pensjonsforsikringen utgjør tilnærmet 60 % av pensjonsgrunnlaget ved 30 års opptjeningstid, og blir samordnet med «Pensjonstrygden for sjømenn». Pensjonsytelser dekkes av selskapets pensjonsordning i livsforsikringsselskapet fra fylte 60 år til fylte 67 år. Fra fylte 67 år blir alderspensjonen utbetalt av Folketrygden. (*G = Grunnbeløpet i Folketrygden) Selskapets juridiske forpliktelser er ikke påvirket av den regnskapsmessige behandlingen av pensjonsmidler/-forpliktelser. WAGES AND SOCIAL COSTS LØNN OG SOSIALE KOSTNADER Wages Lønninger Social security tax Arbeidsgiveravgift Pension cost Pensjonskostnader Other benefits Andre ytelser som fordeles slik; Personnel vessels Personell skip Personnel other Personell øvrige Personnel costs, in total Sum personell kostnader Average number of employees Gjennomsnittlig antall ansatte for the accounting year i løpet av regnskapsåret COMPENSATION AND BENEFITS President Board YTELSER TIL LEDENDE TO MANAGEMENT (NOK): Adm. dir. Styre ANSATTE (NOK): Wages Lønn Pension cost Pensjonsutgifter Profit on share options, ref. note Gevinst aksjeopsjoner, ref. note 17 Other benefits Andre godtgjørelser AUDITORS REMUNERATION FOR REVISOR Auditing Revisjon Consulting Rådgivning NOTE 11 OTHER OPERATION COSTS ANDRE DRIFTSKOSTNADER (NOK 1000) CONSOLIDATED (NOK 1000) Operating costs vessels Driftskostnader skip Voyage related costs Reiserelaterte kostnader TC- and bareboathire TC- og bareboathyre Other operating costs Andre driftskostnader Other operating costs, in total Sum andre driftskostnader (NOK 1000) CONSOLIDATED (NOK 1000) NET PENSION COST NETTO PENSJONSKOSTNAD Present value of current year s service cost Nåverdi av årets pensjonsopptjening 38 Interest cost on pension liability Rentekostnad av pensjonsforpliktelsen 39 Wages and social costs, in total Sum lønn og sosiale kostnader Expected return on pension plan assets Forventet avkastning på pensjonsmidlene Estimate changes Resultatført estimatavvik Employer s social cost Periodisert arbeidsgiveravgift Net pension cost of the year Netto pensjonskostnad ACCRUED PENSION LIABILITIES AND PREMIUM FUNDS SECURED PLANS BEREGNEDE PENSJONSFORPLIKTELSER OG PENSJONSMIDLER SIKREDE ORDNINGER Actuarial present value of benefit obligation Beregnede pensjonsforpliktelser Actuarial value of pension premium funds Pensjonsmidler til markedsverdi Estimate changes not included in profit and loss Ikke resultatført estimatavvik statement Accrued employer s social cost Periodisert arbeidsgiveravgift Net pension obligations/(net pension funds) Netto pensjonsforpliktelse/(netto pensjonsmidler) The actuarial calculation has been made by the insurance broker based on the following assumptions: Beregningen er foretatt av forsikringsmegler, basert på følgende forutsetninger: Discount rate 6 % Diskonteringsrente 6 % Wage increase 2 % Årlig lønnsvekst 2 % Pension increase 2 % Årlig pensjonsregulering 2 % Increase in base amount, G 2 % Årlig økning i G 2 % Expected yield rate pension funds 7 % Forventet avkastning på fondsmidler 7 % Voluntary termination members Frivillig avgang medl. +/- 40 years 2 %/5 % over/under 40 år 2 %/5 % Linear earning Lineær opptjening